UnitedHealth CEO awarded 46 dividend-equivalent shares

HEMSLEY STEPHEN J reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

HEMSLEY STEPHEN J reported acquisition or exercise transactions in this Form 4 filing.

UnitedHealth Group director and CEO Stephen J. Hemsley reported routine equity updates. He received 46 shares of Common Stock as dividend equivalents on vested deferred stock units at $0.00 per share, raising his direct holdings to 48,098.942 shares.

Indirect holdings now include 1,006,831 shares by trusts and 356.8592 shares via a 401(k). Footnotes state that earlier large-share movements between his direct holdings and trusts were exempt transfers under Section 16 rules, reflecting internal reallocations rather than market trades.

Insider Trade Summary

Grant/Award: 46 shares

Grant/Award 3 txns

Insider HEMSLEY STEPHEN J

Role CEO, UHG

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	46	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 48,098.942 shares (Direct); Common Stock — 356.8592 shares (Indirect, By 401(k)); Common Stock — 1,006,831 shares (Indirect, By Trusts)

Footnotes (3)

1. F1. Represents dividend equivalents paid on vested deferred stock units. The dividend equivalents are immediately vested and are subject to the same terms as the underlying deferred stock units.
2. F2. The direct ownership amount reported reflects exempt transfers between the reporting person's direct holdings and trusts. On April 29, 2026 and June 22, 2026, 144,170 and 97,450 shares, respectively, were transferred from trusts to the reporting person's direct holdings. On May 13, 2026, June 22, 2026 and June 23, 2026, 300,000, 250,000 and 6,196 shares, respectively, were transferred from the reporting person's direct holdings to trusts. These transfers were exempt from Section 16 reporting pursuant to applicable SEC rules.
3. F3. The indirect ownership amount reported reflects exempt transfers between the reporting person's direct holdings and trusts. On April 29, 2026 and June 22, 2026, 144,170 and 97,450 shares, respectively, were transferred from trusts to the reporting person's direct holdings. On May 13, 2026, June 22, 2026 and June 23, 2026, 300,000, 250,000 and 6,196 shares, respectively, were transferred from the reporting person's direct holdings to trusts. These transfers were exempt from Section 16 reporting pursuant to applicable SEC rules.

Key Figures

Dividend-equivalent shares granted: 46 shares Direct holdings after grant: 48,098.942 shares Indirect trust holdings: 1,006,831 shares +5 more

8 metrics

Dividend-equivalent shares granted 46 shares Common Stock grant at $0.00 per share

Direct holdings after grant 48,098.942 shares Common Stock held directly by Stephen Hemsley

Indirect trust holdings 1,006,831 shares Common Stock held indirectly by trusts

Indirect 401(k) holdings 356.8592 shares Common Stock held indirectly via 401(k)

Exempt transfer to direct holdings 144,170 shares Moved from trusts to direct on April 29, 2026

Exempt transfer to direct holdings 97,450 shares Moved from trusts to direct on June 22, 2026

Exempt transfer to trusts 300,000 shares Moved from direct holdings to trusts on May 13, 2026

Exempt transfers to trusts 250,000 and 6,196 shares Moved from direct holdings to trusts on June 22 and June 23, 2026

Key Terms

dividend equivalents, vested deferred stock units, Section 16 reporting, indirect ownership, +1 more

5 terms

dividend equivalents financial

"Represents dividend equivalents paid on vested deferred stock units."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

vested deferred stock units financial

"paid on vested deferred stock units. The dividend equivalents are immediately vested"

Section 16 reporting regulatory

"These transfers were exempt from Section 16 reporting pursuant to applicable SEC rules."

indirect ownership financial

"The indirect ownership amount reported reflects exempt transfers between the reporting person's direct holdings and trusts."

exempt transfers regulatory

"These transfers were exempt from Section 16 reporting pursuant to applicable SEC rules."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did UNH CEO Stephen Hemsley report on this Form 4?

Stephen Hemsley reported receiving 46 shares of UnitedHealth Group common stock as dividend equivalents on vested deferred stock units at $0.00 per share. This is a compensation-related grant, not an open-market purchase or sale of shares.

How many UnitedHealth (UNH) shares does Stephen Hemsley now hold directly?

After the reported grant, Stephen Hemsley directly holds 48,098.942 shares of UnitedHealth Group common stock. This figure reflects his direct ownership only and excludes shares held indirectly through trusts and a 401(k) plan.

What are Stephen Hemsley’s indirect UnitedHealth (UNH) holdings after this filing?

Indirectly, Stephen Hemsley is reported as holding 1,006,831 UnitedHealth Group shares through trusts and 356.8592 shares through a 401(k) plan. These figures reflect ownership via related entities rather than shares held in his own name.

What does “dividend equivalents on vested deferred stock units” mean for UNH?

Dividend equivalents are additional share credits paid on vested deferred stock units, mirroring regular cash dividends. In this filing, Hemsley received 46 shares as dividend equivalents, which immediately vested and follow the same terms as the original deferred stock units.

Were there large UnitedHealth (UNH) share transfers between Hemsley and trusts?

Yes. Footnotes describe transfers of 144,170 and 97,450 shares from trusts to Hemsley’s direct holdings and 300,000, 250,000 and 6,196 shares from his direct holdings to trusts. These were exempt transfers under Section 16 reporting rules.

Did this UnitedHealth (UNH) Form 4 report any open-market buys or sells?

No open-market purchases or sales were reported. The filing shows a grant of 46 shares as dividend equivalents and updates to direct and indirect holdings, while the large transfers between direct holdings and trusts are described as exempt internal reallocations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/25/2026 - 05:37 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HEMSLEY STEPHEN J

(Last) (First) (Middle)

C/O UNITEDHEALTH GROUP INCORPORATED

1 HEALTH DRIVE

(Street)

EDEN PRAIRIE MINNESOTA 55344

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
UNITEDHEALTH GROUP INC [ UNH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, UHG

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/23/2026		A		46(1)	A	$0	48,098.942(2)	D
Common Stock								356.8592	I	By 401(k)
Common Stock								1,006,831(3)	I	By Trusts

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents dividend equivalents paid on vested deferred stock units. The dividend equivalents are immediately vested and are subject to the same terms as the underlying deferred stock units.

2. The direct ownership amount reported reflects exempt transfers between the reporting person's direct holdings and trusts. On April 29, 2026 and June 22, 2026, 144,170 and 97,450 shares, respectively, were transferred from trusts to the reporting person's direct holdings. On May 13, 2026, June 22, 2026 and June 23, 2026, 300,000, 250,000 and 6,196 shares, respectively, were transferred from the reporting person's direct holdings to trusts. These transfers were exempt from Section 16 reporting pursuant to applicable SEC rules.

3. The indirect ownership amount reported reflects exempt transfers between the reporting person's direct holdings and trusts. On April 29, 2026 and June 22, 2026, 144,170 and 97,450 shares, respectively, were transferred from trusts to the reporting person's direct holdings. On May 13, 2026, June 22, 2026 and June 23, 2026, 300,000, 250,000 and 6,196 shares, respectively, were transferred from the reporting person's direct holdings to trusts. These transfers were exempt from Section 16 reporting pursuant to applicable SEC rules.

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for Stephen J. Hemsley	06/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)